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Exhibit 3.02
EQUITABLE RESOURCES, INC.
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BY-LAWS
(Amended through May 17, 2000)
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ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.01 All meetings of the shareholders shall be held at
the principal office of the Company or such other places, either within or
without the Commonwealth of Pennsylvania, as the Board of Directors may from
time to time determine.
Section 1.02 An annual meeting of shareholders shall be held
in each calendar year at such time and place as the Board of Directors shall
determine. If the annual meeting shall not be called and held during such
calendar year, any shareholder may call such meeting at any time thereafter.
Section 1.03 At each such annual meeting, the class of
Directors then being elected shall be elected to hold office for a term of three
(3) years, and until their successors shall have been elected and qualified. All
elections of Directors shall be conducted by three (3) Judges of Election, who
need not be shareholders, appointed by the Board of Directors. If any such
appointees are not present, the vacancy shall be filled by the presiding officer
of the meeting. The President of the Company shall preside and the Secretary
shall take the minutes at all meetings of the shareholders. In the absence of
the President, the Chairman of the Executive Committee shall preside. In the
absence of both, the presiding officer shall be designated by the Board of
Directors or, if not so designated, by the shareholders of the Company, and if
the Secretary is unable to do so, the presiding officer shall designate any
person to take the minutes of the meeting.
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Section 1.04 The presence, in person or by proxy, of the
holders of a majority of the voting power of all shareholders shall constitute a
quorum except as otherwise provided by law or by the Restated Articles of the
Company. If a meeting is not organized because a quorum is not present, the
shareholders present may adjourn the meeting to such time and place as they may
determine, except that any meeting at which Directors are to be elected shall be
adjourned only from day to day, or for such longer periods not exceeding fifteen
(15) days each, as may be directed by a majority of the voting stock present.
Section 1.05 Shareholders entitled to vote on any matter shall
be entitled to one (1) vote for each share of capital stock standing in their
respective names upon the books of the Company to be voted by the shareholder in
person or by his or her duly authorized proxy or attorney. The validity of every
unrevoked proxy shall cease eleven (11) months after the date of its execution
unless some other definite period of validity shall be expressly provided
therein, but in no event shall a proxy, unless coupled with an interest, be
voted on after three (3) years from the date of its execution. All questions
shall be decided by the vote of shareholders entitled to cast at least a
majority of the votes which all shareholders present and voting (excluding
abstentions) are entitled to cast on the matter, unless otherwise expressly
provided by law or by the Restated Articles of the Company.
Section 1.06 Special meetings of shareholders may be called by
the Board of Directors or by the President.
Section 1.07 Notice of the annual meeting and of all special
meetings of shareholders shall be given by sending a written or printed notice
thereof by mail, specifying the
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place, day, and hour of the meeting and, in the case of a special meeting of
shareholders, the general nature of the business to be transacted, to each
shareholder at the address appearing on the books of the Company, or the address
supplied by such shareholder to the Company for the purpose of notice, at least
five (5) days before the day named for the meeting, unless such shareholders
shall waive notice or be in attendance at the meeting.
Section 1.08 At any annual meeting or special meeting of
shareholders, only such business as is properly brought before the meeting in
accordance with this paragraph may be transacted. To be properly brought before
any meeting, any proposed business must be either (i) specified in the notice of
the meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (ii) otherwise properly brought before the meeting by or at
the direction of the Board of Directors, or (iii) if brought before the meeting
by a shareholder, then (x) the shareholder must have been a shareholder of
record on the record date for the determination of shareholders entitled to vote
at such meeting, and (y) written notice of such proposed business must have been
delivered or mailed by first class United Stated mail, postage prepaid, to the
Secretary, and received not less than 90 days or more than 120 days prior to the
anniversary date of the previous year's annual meeting; provided, however, that
if less than 100 days' notice or prior public disclosure of the date of the
meeting is given to shareholders, such proposal shall have been mailed or
delivered to the Secretary not later than the close of business on the 10th day
following the day on which the notice of the meeting was mailed or such public
disclosure was made, whichever occurs first. Such notice shall set forth the
nature of and reasons for the proposal in reasonable detail and, as to the
shareholder giving the notice, (i) the name and address, as they appear on the
Company's books of such shareholder and (ii) the class and number of shares of
the Company which are beneficially owned by such shareholder.
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ARTICLE II
GENERAL PROVISIONS
Section 2.01 The principal office of the Company shall be in
the City of Pittsburgh, Pennsylvania, and shall be kept open during business
hours every day except Saturdays, Sundays, and legal holidays, unless otherwise
ordered by the Board of Directors or the President.
Section 2.02 The Company shall have a corporate seal which
shall contain within a circle the following words: "Equitable Resources, Inc.,
Pittsburgh, Pennsylvania" and in an inner circle the words "Corporate Seal."
Section 2.03 The fiscal year of the Company shall begin with
January 1 and end with December 31 of the same calendar year.
Section 2.04 The Board of Directors shall fix a time, not more
than seventy (70) days prior to the date of any meeting of shareholders, or the
date fixed for the payment of any dividend or distribution, or the date for any
allotment of rights, or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the shareholders entitled to notice of, or to vote at, any such meeting, or
entitled to receive payment of any such dividend or distribution, or to receive
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion, or exchange of shares.
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ARTICLE III
BOARD OF DIRECTORS
Section 3.01 Regular meetings of the Board of Directors shall
be held at least six (6) times each year, immediately after the annual meeting
of shareholders and at such other times and places as the Board of Directors
shall from time to time designate by resolution of the Board. Notice need not be
given of regular meetings of the Board held at the times and places fixed by
resolution of the Board.
If the Board shall fail to designate the specific time and
place of any regular meeting, such regular meeting shall be held at such time
and place as designated by the President and, in such case, oral, telegraphic or
written notice shall be duly served or sent or mailed by the Secretary to each
Director not less than five (5) days before the meeting.
Section 3.02 Special meetings may be held at any time upon the
call of the President, or the Chairman of the Executive Committee in the absence
of the President, at such time and place as he may deem necessary, or by the
Secretary at the request of any two (2) members of the Board, by oral,
telegraphic or written notice duly served or sent or mailed to each Director not
less than twenty-four (24) hours before the meeting.
Section 3.03 Fifty percent (50%) of the Directors at the time
in office shall constitute a quorum for the transaction of business. Vacancies
in the Board of Directors, including vacancies resulting from an increase in the
number of Directors, shall be filled only by a majority vote of the remaining
Directors then in office, though less than a quorum, except that vacancies
resulting from removal from office by a vote of the shareholders may be filled
by the shareholders at the same meeting at which such removal occurs. All
Directors elected to fill
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vacancies shall hold office for a term expiring at the annual meeting of
shareholders at which the term of the class to which they have been elected
expires.
Section 3.04 One (1) or more Directors may participate in a
meeting of the Board or of a committee of the Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and all Directors so
participating shall be deemed present at the meeting.
Section 3.05 The full Board of Directors shall consist of not
less than five (5) nor more than twelve (12) persons, the exact number to be
fixed from time to time by the Board of Directors pursuant to a resolution
adopted by a majority vote of the Directors then in office.
Section 3.06 The Board of Directors may elect one (1) of its
members as its Chairman. A Chairman so elected shall confer with the President
as to the content of agendas for such meetings and shall consult with the
President as to matters affecting or relating to the Board of Directors. The
Chairman so elected shall serve until the first meeting of the Board following
the next annual meeting of the shareholders. The Board shall also fix the annual
rate of compensation to be paid to the Chairman in addition to compensation paid
to all non-officer members of the Board. The Chairman, or in the absence of the
Chairman, the President, shall preside at all meetings of the Board, preserve
order, and regulate debate according to the usual parliamentary rules. In the
absence of the Chairman or the President, a Chairman pro tem may be appointed by
the Board.
Section 3.07 Only persons who are nominated in accordance with
the following procedures shall be eligible for election as directors. Nomination
for election to the Board of Directors of the Company at a meeting of
shareholders may be made by the Board of Directors or by any shareholder of the
Company entitled to vote for the election of directors at
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such meeting who complies with the notice procedures set forth in this Section
3.07. Such nominations, other than those made by or on behalf of the Board of
Directors, shall be made by notice in writing delivered or mailed by first class
United States mail, postage prepaid, to the Secretary, and received not less
than 90 days nor more than 120 days prior to the anniversary date of the
previous year's annual meeting; provided, however, that if less than 100 days'
notice or prior public disclosure of the date of the meeting is given to
shareholders, such nomination shall have been mailed or delivered to the
Secretary not later than the close of business on the 10th day following the day
on which the notice of the meeting was mailed or such public disclosure was
made, whichever occurs first. Such notice shall set forth (a) as to each
proposed nominee (i) the name, age, business address and, if known, residence
address or each such nominee, (ii) the principal occupation or employment of
each such nominee, (iii) the number of shares of stock of the Company which are
beneficially owned by each such nominee, and (iv) any other information
concerning the nominee that must be disclosed as to nominees in proxy
solicitations pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including such person's written consent to be named as a
nominee and to serve as a director if elected); and (b) as to the shareholder
giving the notice (i) the name and address, as they appear on the Company's
books, of such shareholder and (ii) the class and number of shares of the
Company which are beneficially owned by such shareholder. The Company may
require any proposed nominee to furnish such other information as may reasonably
be required by the Company to determine the eligibility of such proposed nominee
to serve as a director of the Company.
The Chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
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Section 3.08 No Director of this Company shall be permitted to
serve in that capacity after the date of the annual meeting of shareholders next
following his or her seventy-fourth (74th) birthday. No person who is an
employee or officer of the Company, except the Chief Executive Officer, shall be
eligible to serve as a Director of the Company after he or she has retried from
service as an employee or officer.
Section 3.09 No Director shall be personally liable for
monetary damages as such (except to the extent otherwise provided by law) for
any action taken, or any failure to take any action, unless such Director has
breached or failed to perform the duties of his or her office under Title 42,
Chapter 83, Subchapter F of the Pennsylvania Consolidated Statutes (or any
successor statute relating to Directors' standard of care and justifiable
reliance); and the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
If the Pennsylvania Consolidated Statutes are amended after
May 22, 1987, the date this section received shareholder approval, to further
eliminate or limit the personal liability of Directors, then a Director shall
not be liable, in addition to the circumstances set forth in this section, to
the fullest extent permitted by the Pennsylvania Consolidated Statutes, as so
amended.
The provisions of this section shall not apply to any actions
filed prior to January 27, 1987, nor to any breach of performance of duty, or
any failure of performance of duty, by any Director occurring prior to January
27, 1987.
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ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 4.01 Directors, officers, agents, and employees of the
Company shall be indemnified as of right to the fullest extent not prohibited by
law in connection with any actual or threatened action, suit or proceeding,
civil, criminal, administrative, investigative or other (whether brought by or
in the right of the Company or otherwise) arising out of their service to the
Company or to another enterprise at the request of the Company. The Company may
purchase and maintain insurance to protect itself and any such Director,
officer, agent or employee against any liability asserted against and incurred
by him or her in respect of such service, whether or not the Company would have
the power to indemnify him or her against such liability by law or under the
provisions of this section. The provisions of this section shall be applicable
to persons who have ceased to be Directors, officers, agents, and employees and
shall inure to the benefit of the heirs, executors, and administrators of
persons entitled to indemnity hereunder.
Indemnification under this section shall include the right to
be paid expenses incurred in advance of the final disposition of any action,
suit or proceeding for which indemnification is provided, upon receipt of an
undertaking by or on behalf of the indemnified person to repay such amount if it
ultimately shall be determined that he or she is not entitled to be indemnified
by the Company. The indemnification rights granted herein are not intended to be
exclusive of any other rights to which those seeking indemnification may be
entitled and the Company may enter into contractual agreements with any
Director, officer, agent or employee to provide such individual with
indemnification rights as set forth in such agreement or agreements, which
rights shall be in addition to the rights set forth in this section.
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The provisions of this section shall be applicable to actions,
suits or proceedings commenced after the adoption hereof, whether arising from
acts or omissions occurring before or after the adoption hereof.
ARTICLE V
STANDING COMMITTEES
Section 5.01 The Board of Directors shall have authority to
appoint an Executive Committee, a Finance Committee, an Audit Committee, and
such other committees as it deems advisable, each to consist of two (2) or more
Directors, and from time to time to define the duties and fix the number of
members of each committee. In the absence or disqualification of any member of
any such committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another Director or Directors to act at the meeting in the place of any
such absent or disqualified member or members.
ARTICLE VI
OFFICERS
Section 6.01 The officers of the Company shall be chosen by
the Board of Directors and shall be a President, a Secretary, and a Treasurer.
The Board of Directors may also choose such Vice Presidents, including one (1)
or more Executive Vice Presidents and Senior Vice Presidents, and one (1) or
more Assistant Secretaries and Assistant Treasurers as it may determine.
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Section 6.02 The Board of Directors shall, at the first
meeting of the Board after its election, elect the principal officers of the
Company, and may elect additional officers at that or any subsequent meeting.
All officers elected by the Board of Directors shall hold office at the pleasure
of the Board.
Section 6.03 At the discretion of the Board of Directors, any
two (2) of the offices mentioned in Section 6.01 hereof may be held by the same
person except the offices of President and Secretary.
Section 6.04 The salaries of all officers of the Company,
other than Assistant Secretaries and Assistant Treasurers, shall be fixed by the
Board of Directors.
Section 6.05 The officers of the Company shall hold office
until the next annual meeting of the Board and until their successors are chosen
and qualify in their stead or until their earlier resignation or removal. Any
officer or agent may be removed by the Board of Directors whenever in its
judgment the best interests of the Company will be served thereby. Such removal,
however, shall be without prejudice to the contract rights of the person so
removed. If the office of any officer becomes vacant for any reason, the vacancy
may be filled by the Board of Directors.
PRESIDENT
Section 6.06 The President shall be the Chief Executive
Officer of the Company; shall preside at all meetings of the shareholders and at
all meetings of the Board of Directors; shall have general and active management
of the business of the Company; and shall see that all orders and resolutions of
the Board of Directors are carried into effect. In addition to any specific
powers conferred upon the President by these By-Laws, he shall have and exercise
such further powers and duties as from time to time may be conferred upon or
assigned to him by the Board of Directors.
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SECRETARY
Section 6.07 The Secretary shall attend all meetings of the
shareholders and Board of Directors; shall record all votes and the minutes of
all proceedings in a book to be kept for that purpose; and shall perform like
duties for all committees of the Board, if so designated by the Board. The
Secretary shall keep in safe custody the seal of the Company and when authorized
by the Board of Directors, affix the seal of the Company to any instrument
requiring it and, when so affixed, it shall be attested by the signature of the
Secretary or by the signature of the Treasurer or an Assistant Secretary. The
Secretary shall have custody of all contracts, leases, assignments, and all
other valuable instruments unless the Board of Directors or the President shall
otherwise direct. The Secretary shall give, or cause to be given, notice of all
annual meetings of the shareholders and any other meetings of the shareholders
and, when required, notice of the meetings of the Board of Directors; and, in
general, shall perform all duties incident to the office of a secretary of a
corporation, and such other duties as may be prescribed by the Board of
Directors or the President.
Section 6.08 The Board of Directors may elect one (1) or more
Assistant Secretaries who shall perform the duties of the Secretary in the event
of the Secretary's absence or inability to act, as well as such other duties as
the Board of Directors, the President, or the Secretary may from time to time
designate.
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TREASURER
Section 6.09 The Treasurer shall have charge of all moneys and
securities belonging to the Company subject to the direction and control of the
Board of Directors. The Treasurer shall deposit all moneys received by the
Company in the name and to the credit of the Company in such bank or other place
or places of deposit as the Board of Directors shall designate; and for that
purpose the Treasurer shall have power to endorse for collection or payment all
checks or other negotiable instruments drawn payable to the Treasurer's order or
to the order of the Company. The Treasurer shall disburse the moneys of the
Company upon properly drawn checks which shall bear the signature of the
Treasurer or of any Assistant Treasurer or of the Cashier (who shall be
appointed by the Assistant Treasurer with the approval of the Treasurer). All
checks shall be covered by vouchers which shall be certified by the Controller
or the Auditor of Disbursements or such other employee of the Company (other
than the Cashier) as may be designated by the Treasurer from time to time. The
Treasurer may create, from time to time, such special imprest funds as may, in
the Treasurer's discretion, be deemed advisable and necessary, and may open
accounts with such bank or banks as may be deemed advisable for the deposit
therein of such special imprest funds, and may authorize disbursements therefrom
by checks drawn against such accounts by the Treasurer, any Assistant Treasurer,
or such other employee of the Company as may be designated by the Treasurer from
time to time. The Treasurer shall perform such other duties as may be assigned
from time to time by the Board of Directors, the President or the Chief
Financial Officer.
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Section 6.10 No notes or similar obligations shall be made
except jointly by the President or the Chief Financial Officer and the Treasurer
or an Assistant Treasurer, except as otherwise authorized by the Board of
Directors.
Section 6.11 The Board of Directors may elect one (1) or more
Assistant Treasurers who shall perform the duties of the Treasurer in the event
of the Treasurer's absence or inability to act, as well as such other duties as
the Board of Directors, the President, the Chief Financial Officer or the
Treasurer may from time to time designate.
VICE PRESIDENTS
Section 6.12 Vice Presidents shall perform such duties as may
be assigned to them from time to time by the Board of Directors or the President
as their positions are established or changed. During the absence or inability
of the President to serve, an Executive Vice President or Senior Vice President
so designated by the Board of Directors shall have all the powers and perform
the duties of the President.
GENERAL
Section 6.13 Fidelity bond coverage shall be obtained on such
officers and employees of the Company, and of such type and in such amounts as
may, in the discretion of the Board of Directors, be deemed proper and
advisable.
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ARTICLE VII
CERTIFICATES OF STOCK
Section 7.01 The shares of the capital stock of the Company
shall be represented by certificates of stock signed by the President or a Vice
President, and countersigned by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, and sealed with the corporate seal of the
Company. Said certificates shall be in such form as the Board of Directors may
from time to time prescribe. The Board of Directors may from time to time
appoint an incorporated company or companies to act as Transfer Agent and
Registrar of the stock certificates of the Company, and in the case of the
appointment of such Transfer Agent, the officers of the Company shall sign and
seal stock certificates in blank and place them with the transfer books in the
custody and control of such Transfer Agent. If any stock certificate is signed
by a Transfer Agent or Registrar, the signature of any such officer and the
corporate seal upon any such certificate may be a facsimile, engraved or
printed.
Section 7.02 New certificates for shares of stock may be
issued to replace certificates lost, stolen, destroyed or mutilated upon such
terms and conditions as the Board may from time to time determine.
ARTICLE VIII
AMENDMENTS
Section 8.01 (a) The Board of Directors may make, amend, and
repeal the By-Laws with respect to those matters which are not, by statute,
reserved exclusively to the shareholders, subject always to the power of the
shareholders to change such action as provided herein. No By-Law may be made,
amended or repealed by the shareholders unless such action is
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approved by the affirmative vote of the holders of not less than eighty percent
(80%) of the voting power of the then outstanding shares of capital stock of the
Company entitled to vote in an annual election of Directors, voting together as
a single class, unless such action has been previously approved by a two-thirds
vote of the whole Board of Directors, in which event (unless otherwise expressly
provided in the Articles or the By-Laws) the affirmative vote of not less than a
majority of the votes which all shareholders are entitled to cast thereupon
shall be required.
(b) Unless otherwise provided by a By-Law, by the Restated
Articles or by law, any By-Law may be amended, altered or repealed, and new
By-Laws may be adopted, by vote of a majority of the Directors present at any
regular or special meeting duly convened, but only if notice of the specific
sections to be amended, altered, repealed or added is included in the notice of
meeting. No provision of the By-Laws shall vest any property or contract right
in any shareholder.
ARTICLE IX
PENNSYLVANIA CORPORATION LAW
Section 9.01 Subchapter G-Control Share
Acquisitions-and Subchapter H-Disgorgement by Certain Controlling
Shareholders Following Attempts to Acquire Control-of Title 15, Chapter 25,
of the Pennsylvania Consolidated Statutes, shall not be applicable to the
Company.
(Amended through May 17, 2000)
